GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

Scope of application

These general terms and conditions of sale are applicable to all orders placed by the Customer with the company CUSTOMERSOUNDS, as well as to all contracts between the Customer and CUSTOMERSOUNDS, including the provision of ancillary services, without prejudice to the general terms and conditions of the user license agreement relating to the software program established by CUSTOMERSOUNDS.

The application of these general terms and conditions constitutes a determining requirement for CUSTOMERSOUNDS to consent. Any order placed by a Customer implies his adhesion full and whole with the present general terms and conditions which prevail over the Customer’s general terms and conditions, if any.
CUSTOMERSOUNDS reserves the right to modify these general terms and conditions at any time without prior notice, these modifications being applicable to all orders placed by the Customer.

The present general terms and conditions may be derogated from only by a prior written agreement of CUSTOMERSOUNDS.

The present general terms and conditions are accessible at any time on the website of CUSTOMERSOUNDS (www.customersounds.com) which implies that the Customer, by placing an order with CUSTOMERSOUNDS, confirms acceptance of the present terms and conditions at any time, without prior notice.

Order

To place an order, the Customer selects the Product(s) or Service(s) he wishes to order and informs COMPUTERSOUNDS thereof by phone, by mail or by using the online form.
CUSTOMERSOUNDS sends a purchase order to the Costumer for these Products and/or Services ad may request a down payment. The purchase order contains a notice reminding the Customer about the application of the present terms and conditions.
In order to confirm his order, the Customer must accept and return the signed purchase order to CUSTOMERSOUNDS.

CUSTOMERSOUNDS reserves the right to suspend or refuse the order, in particular if the data provided by the Customer appear to be manifestly misstated of incomplete.

Offer

Quotations and/or offers do not bind CUSTOMERSOUNDS, unless they have been signed by the Customer.

The offers made by CUSTOMERSOUNDS remain valid during one month.

The prices mentioned in the offer only refer to the sale of the Products or the performance of the Services described therein, to the exclusion of any other services.

The price quotation is made on the basis of the information provided by the Customer. In case of any modification of the service requested, CUSTOMERSOUNDS is authorized to review the price initially fixed.

Price and payment

All prices are indicated in euros before VAT.

As soon as the Customer transmits his purchase order to CUSTOMERSOUNDS or to one of its sales representatives, CUSTOMERSOUNDS issues its invoice according to the price of the Product(s) or Service(s) ordered by the Customer.

The invoices are payable in cash or at any due date expressly mentioned, to the credit of the account of CUSTOMERSOUNDS.

If the Customer hasn't settled the invoice on its due date, he shall be liable, automatically and without notice, to pay late payment interest at a rate of 12% per year of the amount remaining unpaid, with a minimum of 150€, by way of damages.

Any claim in connection with an invoice must be transmitted not later than eight calendar days following its reception. After that, the Customer can no longer dispute this invoice.

The Customer may also place an order on line, through the website of CUSTOMERSOUNDS. In that case, the Customer selects the products and services he wishes to order on the website of CUSTOMERSOUNDS, provides the required contact details and makes the payment of his order.
After receiving the payment confirmation for the order from the bank institution, CUSTOMERSOUNDS sends an order summary to the Customer as well as an indication of the likely execution time.

Delivery

The delivery times indicated by CUSTOMERSOUNDS are provided for information purposes only and are not binding on CUSTOMERSOUNDS. In no circumstances will late delivery give rise to any compensation, cancellation of the contract or suspension of the Customer’s obligations, nor to the payment of damages to the Customer by CUSTOMERSOUNDS.

The order will be delivered to the Customer or executed after full payment only. The transfer of ownership and risk of loss takes place as from the full payment of the order.

If there are circumstances that make it impossible to execute the delivery or to provide the service – in particular in cases of force majeure such as strike, lock-out, accident, sickness, bad weather, embargo, import or export prohibition, cessation of production or delivery by the supplier etc. - CUSTOMERSOUNDS expressly reserves the right to terminate its commitments towards the Customer, without compensation.

Intellectual property

The Customer has no property rights on the software made available to him by CUSTOMERSOUNDS. The software as such as well as all images, data, documents, files, background material, programms, codes and other contents of the software program are and shall remain the material and intellectual property of CUSTOMERSOUNDS, and this regardless of the form, media or language used.
Any unauthorized use of any content whatsoever constitutes an infringement of CUSTOMERSOUNDS rights and of the present general terms of licence.

Termination of the contract

Without prejudice to the possibility of suspension of the execution of the services by CUSTOMERSOUNDS, in the event of non-payment of the amounts due by the Customer, CUSTOMERSOUNDS may terminate the contract within a delay of 15 days from the date of formal notice sent to him by e-mail and which has not followed by the full payment of the price in principal, the interests and the penalty clause.

In the event of a termination of the contract by the Customer, the down payment that may have been made by him, shall not be reimbursed. If no down payment was made, CUSTOMERSOUNDS shall be entitled to claim from the client a cancellation compensation amounting to 30% of the price of the Products and Services the order of which was cancelled by the Customer.
If the contract cancelled by the Customer was a fixed-term contract, a cancellation compensation will be payable to CUSTOMERSOUNDS equivalent to the amounts that CUSTOMERSOUNDS would have received if the contract had been continued until its expiry.

The Customer undertakes to observe the legal provisions relating to privacy protection and electronic trade, in particular the laws of 11 March 2003 and 8 December 2002. In the event the Customer fails to comply with these provisions (finding of spamming, etc.), CUSTOMERSOUNDS shall be entitled to terminate the contract to the Customer’s detriment and to block his account in order to avoid damage. In any event, the Customer shall indemnify CUSTOMERSOUNDS for any dispute or claim for damage or other that may be brought against CUSTOMERSOUNDS as a result of the Customer breaching the existing legislation.

Liability and guarantee

CUSTOMERSOUNDS undertakes to execute the requested services with due diligence

The Customer recognizes and accepts that all obligations owed by CUSTOMERSOUNDS are only obligations of means. The Customer also recognizes that CUSTOMERSOUNDS may not be held responsible for any possible direct or indirect damages caused by the provided Products or Services. Neither may CUSTOMERSOUNDS be held responsible in the event of incorrect data submitted by the Customer, or in case of an order placed on his behalf by a third person.

The Customer benefits from a conformity warranty of the services provided with respect to the services initially requested. In case of anomalies detected during this period of time, CUSTOMERSOUNDS shall ensure correction thereof, free of charge and without delay, provided that the anomalies detected were duly reported to CUSTOMERSOUNDS. Are specifically excluded from the conformity warranty the service provisions requested further to an unauthorized intervention or modification, a wrong operation or an improper use by the Customer, or further to an anomaly resulting from an intervention by the Customer or a third person.

Confidentiality

The data submitted to CUSTOMERSOUNDS by the Customer are provided at the Customer’s own risk. CUSTOMERSOUNDS undertakes to process the private data in accordance with the law of 8 December 1992 on privacy protection as regards the processing of personal data.

Various clauses

Independence of the provisions: In the event any one or more of the provisions of these confidentiality terms shall be invalid, illegal or unenforceable in any respect, appear to be invalid, unenforceable or illegal, the other provisions remain in full force. Such provisions shall be revised only to the extent necessary to make them enforceable.

Liability waiver: No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

Integrality of the terms and conditions: No condition may be added or deleted except in a written document approved in writing by the Parties or their legal representatives, or issued electronically by CUSTOMERSOUNDS and approved by the Customer or his duly authorized legal representative.

Applicable law and competent jurisdiction

Any dispute in connection with the validity, interpretation and/or performance of an agreement concluded with CUSTOMERSOUNDS will be exclusively subject to the relevant courts of the district of Brussels or to the peace court of the first canton of Brussels.

Any dispute regarding the agreement concluded with the Customer shall be subject to Belgian law.